Common use of Sale, Purchase and Delivery of Shares Clause in Contracts

Sale, Purchase and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby agree to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders, at a purchase price per share of $[______] (the "Purchase Price") the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Representative may by notice to the Company amend Schedule I to add, eliminate or substitute names set forth therein (other than to eliminate the names of the Representative) and to amend the number of Firm Shares to be purchased by any firm or corporation listed thereon, provided that the total number of Firm Shares listed on Schedule I shall equal 1,060,997. The number of Firm Shares to be purchased by each Underwriter from the Company and from the Selling Shareholders, respectively, shall bear the same ratio to the total number of Firm Shares to be sold by the Company and by each Selling Shareholder, respectively, as the total number of Firm Shares to be purchased by such Underwriter bears to the total number of Firm Shares to be purchased by the Underwriters; provided, however, that the Representative shall -------- ------- adjust the number of Firm Shares to be purchased by each Underwriter from the Selling Shareholders as necessary to eliminate fractional shares. In addition, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointly, an option to purchase all or any portion of the 159,149 Option Shares, and upon the exercise of such option in accordance with this Section 1, the Company hereby agrees to sell to the Underwriters, severally and not jointly, all or any portion of the Option Shares at the same Purchase Price per share paid for the Firm Shares. If any Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company that proportion (subject to adjustment as you may determine to avoid fractional shares) of the number of Option Shares to be purchased that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 1,060,997. The option hereby granted (the "Option") shall expire 30 days after the date upon which the Registration Statement (as hereinafter defined) becomes effective and may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. The Option may be exercised in whole or in part at any time (but not more than once) by you giving notice (confirmed in writing) to the Company setting forth the number of Option Shares as to which the Underwriters are exercising the Option and the time, date and place for payment and delivery of certificates for such Option Shares. Such time and date of payment and delivery for the Option Shares (the "Option Closing Date") shall be determined by you, but shall not be earlier than two nor later than five full business days after the exercise of such option, nor in any event prior to the Closing Date (as hereinafter defined). The Option Closing Date may be the same as the Closing Date. Payment of the Purchase Price and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxxxxx & Company, Incorporated, 000 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or such other place as shall be agreed to by you and the Company, at 10:00 a.m., St. Louis time, on [_____________], 1999, or at such other time not more than five full business days thereafter as the Company and you shall determine (the "Closing Date"). If the Underwriters exercise the option to purchase any or all of the Option Shares, payment of the Purchase Price and delivery of certificates for such Option Shares shall be made on the Option Closing Date at the offices of Xxxxxx, Xxxxxxxx & Company, Incorporated, or at such other place as the Company and you shall determine. Such payments shall be made to the Company and the Selling Shareholders, as appropriate, or their respective order by wire transfer or certified or bank cashier's check, in same day funds, in the amount of the Purchase Price therefor, against delivery by or on behalf of the Company and the Selling Shareholders to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The Agreement contained herein with respect to the timing of the Closing Date and Option Closing Date is intended to, and does, constitute an express agreement, as described in Rule 15c6-1[(A)/(C)] and (d) promulgated under the 1934 Act (as defined herein), for a settlement date other than [THREE/FOUR] business days after the date of the contract. Certificates for Shares to be purchased by the Underwriters shall be delivered in fully registered form in such authorized denominations and registered in such names as you shall request in writing not later than 12:00 noon, St. Louis time, two business days prior to the Closing Date and, if applicable, the Option Closing Date. Certificates for Shares to be purchased by the Underwriters shall be made available to you for inspection, checking and packaging at such office as you may designate in writing not later than 1:00 p.m., St. Louis time, on the last business day prior to the Closing Date and, if applicable, on the last business day prior to the Option Closing Date. Time shall be of the essence, and delivery of the certificates for the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder.

Sale, Purchase and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby agree agrees to sell to each of the Underwriters Underwriter and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company and the Selling ShareholdersCompany, at a purchase price per share of $[______] _ (the "Purchase Price") the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Representative may by notice to the Company amend Schedule I to add, eliminate or substitute names set forth therein (other than to eliminate the names of the Representative) and to amend the number of Firm Shares to be purchased by any firm or corporation listed thereon, provided that the total number of Firm Shares listed on Schedule I shall equal 1,060,997. The number of Firm Shares to be purchased by each Underwriter from the Company and from the Selling Shareholders, respectively, shall bear the same ratio to the total number of Firm Shares to be sold by the Company and by each Selling Shareholder, respectively, as the total number of Firm Shares to be purchased by such Underwriter bears to the total number of Firm Shares to be purchased by the Underwriters; provided, however, that the Representative shall -------- ------- adjust the number of Firm Shares to be purchased by each Underwriter from the Selling Shareholders as necessary to eliminate fractional sharesShares. In addition, on the basis of the representations, warranties and 2 agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointlyUnderwriter, an option to purchase all or any portion of the 159,149 90,000 Option Shares, and upon the exercise of such option in accordance with this Section 1, the Company hereby agrees to sell to the UnderwritersUnderwriter, severally and not jointlythe Underwriter agrees to purchase from the Company, all or any portion of the Option Shares at the same Purchase Price per share paid for the Firm Shares. If any Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company that proportion (subject to adjustment as you may determine to avoid fractional shares) of the number of Option Shares to be purchased that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 1,060,997. The option hereby granted (the "Option") shall expire 30 days after the date upon which the Registration Statement (as hereinafter defined) becomes effective and may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. The Option may be exercised in whole or in part at any time (but not more than once) by you giving notice (confirmed in writing) to the Company setting forth the number of Option Shares as to which the Underwriters are Underwriter is exercising the Option and the time, date and place for payment and delivery of certificates for such Option Shares. Such time and date of payment and delivery for the Option Shares (the "Option Closing Date") shall be determined by you, but shall not be earlier than two nor later than five full business days after the exercise of such optionOption, nor in any event prior to the Closing Date (as hereinafter defined). The Option Closing Date may be the same as the Closing Date. Payment of the Purchase Price and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxxthe Underwriter, Xxxxxxxx & Company, Incorporated, 000 500 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or xx such other place as shall be agreed to by you and the Company, at 10:00 a.m., St. Louis time, on [_____ _________], 19991996, or at such other time not more than five full business days thereafter as the Company and you shall determine (the "Closing Date"). If the Underwriters exercise Underwriter exercises the option to purchase any or all of the Option Shares, payment of the Purchase Price and delivery of certificates for such Option Shares shall be made on the Option Closing Date at the offices of Xxxxxx, Xxxxxxxx & Company, Incorporatedthe Underwriter, or at such other place as the Company and you shall determine. Such payments shall be made to the Company and the Selling Shareholders, as appropriate, or their respective its order by wire transfer or certified or bank cashier's check, in same day clearing house or similar immediately available funds, in the amount of the Purchase Price therefor, against delivery by or on behalf of the Company and the Selling Shareholders to you for the respective accounts of the Underwriters Underwriter of certificates for the Shares to be purchased by themthe Underwriter. The Agreement contained herein with respect to the timing of the Closing Date and Option Closing Date is intended to, and does, constitute an express agreement, as described in Rule 15c6-1[(A)/(C)] 1(c) and (d) promulgated under the 1934 Act (as defined herein), for a settlement date other than [THREE/FOUR] four business days after the date of the contract. Certificates for Shares to be purchased by the Underwriters Underwriter shall be delivered in fully registered form in such authorized denominations and registered in such names as you shall request in writing not later than 12:00 noon, St. Louis time, two business days prior to the Closing Date and, if applicable, the Option Closing Date. Certificates for Shares to be purchased by the Underwriters Underwriter shall be made available to you for inspection, checking and packaging at such office as you may designate in writing not later than 1:00 p.m., St. Louis time, on the last business day prior to the Closing Date and, if applicable, on the last business day prior to the Option Closing Date. Time shall be of the essence, and delivery of the certificates for the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligations of each the Underwriter hereunder.

Sale, Purchase and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby agree to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders, at a purchase price per share of $[______] (the "Purchase Price"a) the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Representative may by notice to the Company amend Schedule I to add, eliminate or substitute names set forth therein (other than to eliminate the names of the Representative) and to amend the number of Firm Shares to be purchased by any firm or corporation listed thereon, provided that the total number of Firm Shares listed on Schedule I shall equal 1,060,997. The number of Firm Shares to be purchased by each Underwriter from the Company and from the Selling Shareholders, respectively, shall bear the same ratio to the total number of Firm Shares to be sold by the Company and by each Selling Shareholder, respectively, as the total number of Firm Shares to be purchased by such Underwriter bears to the total number of Firm Shares to be purchased by the Underwriters; provided, however, that the Representative shall -------- ------- adjust the number of Firm Shares to be purchased by each Underwriter from the Selling Shareholders as necessary to eliminate fractional shares. In addition, on the basis of the representations, warranties and agreements herein contained and subject Subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointly, an option to purchase all or any portion of the 159,149 Option Shares, and upon the exercise of such option in accordance with this Section 1, the Company hereby agrees to sell to the Underwriters, severally and not jointly, all or any portion of the Option Shares at the same Purchase Price per share paid for the Firm Shares. If any Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase appoints you as its exclusive agent from the Company that proportion (subject to adjustment as you may determine to avoid fractional shares) of the number of Option Shares to be purchased that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 1,060,997. The option hereby granted (the "Option") shall expire 30 days after the date upon which the Registration Statement (as hereinafter defined) becomes effective hereof and may be exercised only until January 31, 2000 for the purpose of covering offering the Shares as provided in this agreement on a "best efforts basis". You agree to use your best efforts to sell the Shares as our agent. It is understood and agreed that there is no firm commitment on your part to purchase any of the Shares. If subscriptions for Shares of common stock are less than 233,000 Shares, you and the Company will agree to close or not to close the offering. Conversely, if subscriptions exceed 233,000 Shares, you and the Company and will agree or not agree upon the sale of Shares to cover over-allotments which may subscriptions. You will offer the Shares hereunder at a price of $15.00 per share. You will be made entitled to a commission of 8% on each Share sold by you as such agent payable by the Company on the Closing Date from the funds deposited in connection with the offering and distribution special bank escrow account described in paragraph (b) hereof. You may, in your discretion, offer a part of the Firm Shares. The Option may be exercised in whole or in part at any time (but not more than once) Shares to dealers who are members of the National Association of Securities Dealers, Inc., selected by you giving notice (confirmed in writing) at such price less a concession as you determine and you may form and manage a selling group of such selected dealers. Upon the closing of the offering, the Company will sell to the Company setting forth the number of Option Shares as to which the Underwriters are exercising the Option and the time, date and place for payment and delivery of certificates for such Option Shares. Such time and date of payment and delivery for the Option Shares Placement Agent warrants (the "Option Closing DatePlacement Agent Warrants") shall be determined by youfor a purchase price of $.01 per Warrant, but shall not be earlier than two nor later than five full business days after entitling the exercise Placement Agent to purchase an amount of such option, nor Shares equal to 8% of the Shares sold in any event prior the Offering. The Placement Agent Warrants will contain anti-dilution provisions acceptable to the Closing Date (as hereinafter defined)Placement Agent. The Option Closing Date may Placement Agent Warrants will be the same as the Closing Date. Payment of the Purchase Price and delivery of certificates for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxxxxx & Company, Incorporated, 000 Xxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000, or such other place as shall be agreed to by you and the Company, at 10:00 a.m., St. Louis time, on [_____________], 1999, or at such other time not more than five full business days thereafter as the Company and you shall determine (the "Closing Date"). If the Underwriters exercise the option to purchase any or all of the Option Shares, payment of the Purchase Price and delivery of certificates for such Option Shares shall be made on the Option Closing Date at the offices of Xxxxxx, Xxxxxxxx & Company, Incorporated, or at such other place as the Company and you shall determine. Such payments shall be made to the Company and the Selling Shareholders, as appropriate, or their respective order by wire transfer or certified or bank cashier's check, in same day funds, in the amount of the Purchase Price therefor, against delivery by or on behalf of the Company and the Selling Shareholders to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The Agreement contained herein with respect to the timing of the Closing Date and Option Closing Date is intended to, and does, constitute an express agreement, as described in Rule 15c6-1[(A)/(C)] and (d) promulgated under the 1934 Act (as defined herein), exercisable for a settlement date other than [THREE/FOUR] business days period of five (5) years after the date of the contract. Certificates for Shares to be purchased by the Underwriters shall be delivered in fully registered form in such authorized denominations and registered in such names as you shall request in writing not later than 12:00 noon, St. Louis time, two business days prior to the Closing Date Memorandum and, if applicablethe Warrants are not exercised during such term, they shall automatically expire. The exercise price of the Option Closing DatePlacement Agent Warrants shall be the Share offering price. Certificates for The Company will set aside and at all times have available a sufficient number of Shares of its Common Stock to be purchased by issued upon the Underwriters shall be made available to you for inspection, checking and packaging at such office as you may designate in writing not later than 1:00 p.m., St. Louis time, on the last business day prior to the Closing Date and, if applicable, on the last business day prior to the Option Closing Date. Time shall be exercise of the essencePlacement Agent Warrants. The Warrants will not be transferable to anyone, and delivery except to officers or affiliates of the certificates for the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunderPlacement Agent.

Sale, Purchase and Delivery of Shares. On the basis of the ------------------------------------- representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby agree agrees to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling ShareholdersCompany, at a purchase price per share of $[______] _ (the "Purchase Price") the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretoplus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement. The Representative Representatives may by notice to the Company amend Schedule I to add, eliminate or substitute names set forth therein (other than to eliminate the names of the a Representative) and to amend the number of Firm Shares to be purchased by any firm or corporation listed thereon, provided that the total number of Firm Shares listed on Schedule I shall equal 1,060,9972,100,000. The number of Firm Shares to be purchased by each Underwriter from the Company and from the Selling Shareholders, respectively, shall bear the same ratio to the total number of Firm Shares to be sold by the Company and by each Selling Shareholder, respectively, as the total number of Firm Shares to be purchased by such Underwriter bears to the total number of Firm Shares to be purchased by the Underwriters; provided, however, that the Representative Representatives shall -------- ------- adjust the number of Firm Shares to be purchased by each Underwriter from the Selling Shareholders Company as necessary to eliminate fractional shares. In addition, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, severally and not jointly, an option to purchase all or any portion of the 159,149 315,000 Option Shares, and upon the exercise of such option in accordance with this Section 1, the Company hereby agrees to sell to the Underwriters, severally and not jointly, all or any portion of the Option Shares at the same Purchase Price per share paid for the Firm Shares; provided, that the purchase price per share for any Option Shares purchased upon exercise of the over-allotment option shall be reduced by an amount equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. If any Option Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company that proportion (subject to adjustment as you may determine to avoid fractional shares) of the number of Option Shares to be purchased that the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to 1,060,997315,000. The option hereby granted (the "Option") shall expire 30 days after the date upon which the Registration Statement (as hereinafter defined) becomes effective and may be exercised only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. The Option may be exercised in whole or in part at any time (but not more than once) by you giving notice (confirmed in writing) to the Company setting forth the number of Option Shares as to which the Underwriters are exercising the Option and the time, date and place for payment and delivery of certificates for such Option Shares. Such time and date of payment and delivery for the Option Shares (the "Option Closing Date") shall be determined by you, but shall not be earlier than two 2 nor later than five 5 full business days after the exercise of such optionOption, nor in any event prior to the Closing Date (as hereinafter defined). The Option Closing Date may be the same as the Closing Date. Payment of the Purchase Price and delivery of certificates for the Firm Shares shall be made at the offices of XxxxxxStifel, Xxxxxxxx Nicolaus & Company, Incorporated, 000 Xxxxx Xxxxxxxx501 North Broadway, 9th Floor, Xx. Xxxxx, Xxxxxxxx 00000Xxxxouri 63102, or such other place as shall be agreed to by you and the Companyxxxxx xx xxxxx xx xxxxxx xx xx xxx xxx xxx Xxxxxxx, at 10:00 xx 00:00 a.m., St. Louis time, on [_____________], 19992005, or at such other time not more than five 5 full business days thereafter as the Company and you shall determine (the "Closing Date")) or unless postponed in accordance with the provisions of Section 9. If the Underwriters exercise the option to purchase any or all of the Option Shares, payment of the Purchase Price and delivery of certificates for such Option Shares shall be made on the Option Closing Date at the offices of XxxxxxStifel, Xxxxxxxx Nicolaus & Company, Incorporated, or at such other place as the Company and you Xxxxxxx xxx xxx shall determine. Such payments shall be made to an account designated by the Company and the Selling Shareholders, as appropriate, or their respective order by wire transfer or certified or bank cashier's check, in same day funds, in the amount of the Purchase Price therefor, against delivery by or on behalf of the Company and the Selling Shareholders to you for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The Agreement contained herein with respect to the timing of the Closing Date and Option Closing Date is intended to, and does, constitute an express agreement, as described in Rule 15c6-1[(A)/(C)] 1(a) and (d) promulgated under the 1934 Act (as defined herein), for a settlement date other than [THREE/FOUR] three business days after the date of the contract. Certificates for Shares to be purchased by the Underwriters shall be delivered in fully registered form in such authorized denominations and registered in such names as you shall request in writing not later than 12:00 noon, St. Louis time, two business days prior to the Closing Date and, if applicable, the Option Closing Date. Certificates for Shares to be purchased by the Underwriters shall be made available to you for inspection, checking and packaging at such office as you may designate in writing not later than 1:00 p.m., St. Louis time, on the last business day prior to the Closing Date and, if applicable, on the last business day prior to the Option Closing Date. If the Representatives so elects, delivery of the Shares may be made by credit to the accounts at The Depository Trust Company designated by the Representatives. Time shall be of the essence, and delivery of the certificates for the Shares at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder.